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Item 1. Financial Statements

2025-07-24 compared with 2025-04-30 · 207 added, 109 removed, 736 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

First Quarter

Second Quarter First Half

(in thousands, except per share data) 2025 2024 2025 2024

26 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

Net income $ 187,387 $ 172,812 $ 290,998 $ 338,553

Other comprehensive loss, net of tax:

Other comprehensive (loss) income, net of tax:

Defined benefit plan reclassification including pension costs:

3 unchanged sentences

Actuarial gain — 20 — 40

Unrealized loss on short-term investments ( 11 ) ( 176 )

Other comprehensive loss, net of tax ( 14 ) ( 153 )

Unrealized (loss) gain on short-term investments ( 29 ) 3 ( 40 ) ( 173 )

Other comprehensive (loss) income, net of tax ( 32 ) 26 ( 46 ) ( 127 )

Comprehensive income $ 187,355 $ 172,838 $ 290,952 $ 338,426

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) March 28, 2025 December 31, 2024

(in thousands, except share data) June 27, 2025 December 31, 2024

Current Assets:

41 unchanged sentences

16,328,100 shares issued

16,328 16,328

Additional paid-in capital 23,764 23,764

2 unchanged sentences

Treasury stock, at cost:

Common Stock – 3,119,660 shares

Common Stock – 31,488,535 and 31,196,605 shares, respectively

( 162,222 ) ( 127,467 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

First Quarter

(in thousands) 2025 2024

6 unchanged sentences

Deferred income taxes ( 15,985 ) 2,264

Loss on sale of property, plant and equipment 1,369 670

(Gain) loss on sale of property, plant and equipment ( 1,856 ) 2,257

Amortization of debt costs 1,663 689

14 unchanged sentences

Payments of acquisition related contingent consideration ( 35,209 ) ( 23,676 )

Payments related to share repurchases ( 34,410 ) ( 14,471 )

Payments on financing lease obligations ( 1,320 ) ( 1,221 )

Debt issuance fees ( 233 ) ( 12,212 )

Net cash used in financing activities $ ( 42,495 ) $ ( 165,020 )

Net increase (decrease) in cash during period $ 15,981 $ ( 234,009 )

Cash at beginning of period 1,135,824 635,269

Cash at end of period $ 1,151,805 $ 401,260

Proceeds from bond issuance — 1,200,000

Net cash (used in) provided by financing activities $ ( 114,761 ) $ 989,067

Net increase in cash and cash equivalents during period $ 84,101 $ 1,064,019

Cash and cash equivalents at beginning of period 1,135,824 635,269

Cash and cash equivalents at end of period $ 1,219,925 $ 1,699,288

Significant non-cash investing and financing activities:

1 unchanged sentence

Right-of-use assets obtained in exchange for operating lease obligations 6,197 459

Share repurchase obligation to The Coca-Cola Company — 553,723

See accompanying notes to condensed consolidated financial statements.

10 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

Balance on March 28, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,477,000 $ 1,871 $ ( 127,467 ) $ ( 409 ) $ 1,499,414

Net income — — — 187,387 — — — 187,387

Other comprehensive loss, net of tax — — — — ( 32 ) — — ( 32 )

Dividends declared:

Common Stock ($ 0.25 per share)

— — — ( 19,283 ) — — — ( 19,283 )

Class B Common Stock ($ 0.25 per share)

— — — ( 2,512 ) — — — ( 2,512 )

Share repurchases — — — — — ( 34,755 ) — ( 34,755 )

Balance on June 27, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,642,592 $ 1,839 $ ( 162,222 ) $ ( 409 ) $ 1,630,219

Balance on December 31, 2024 $ 108,327 $ 16,328 $ 23,764 $ 1,395,183 $ 1,885 $ ( 127,467 ) $ ( 409 ) $ 1,417,611

6 unchanged sentences

— — — ( 5,024 ) — — — ( 5,024 )

Balance on March 28, 2025 $ 10,833 $ 1,633 $ 135,953 $ 1,477,000 $ 1,871 $ ( 127,467 ) $ ( 409 ) $ 1,499,414

Share repurchases — — — — — ( 34,755 ) — ( 34,755 )

Balance on June 27, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,642,592 $ 1,839 $ ( 162,222 ) $ ( 409 ) $ 1,630,219

(in thousands, except per share data) Common

7 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

Balance on March 29, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,517,852 $ ( 4,429 ) $ ( 60,845 ) $ ( 409 ) $ 1,601,186

Net income — — — 172,812 — — — 172,812

Other comprehensive income, net of tax — — — — 26 — — 26

Dividends declared:

Common Stock ($ 0.05 per share)

— — — ( 4,185 ) — — — ( 4,185 )

Class B Common Stock ($ 0.05 per share)

— — — ( 502 ) — — — ( 502 )

Share repurchases — — — — — ( 574,143 ) — ( 574,143 )

Balance on June 28, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,685,977 $ ( 4,403 ) $ ( 634,988 ) $ ( 409 ) $ 1,195,194

Balance on December 31, 2023 $ 114,314 $ 16,328 $ 18,375 $ 1,352,111 $ ( 4,276 ) $ ( 60,845 ) $ ( 409 ) $ 1,435,598

6 unchanged sentences

— — — ( 502 ) — — — ( 502 )

Balance on March 29, 2024 $ 11,431 $ 1,633 $ 135,953 $ 1,517,852 $ ( 4,429 ) $ ( 60,845 ) $ ( 409 ) $ 1,601,186

Share repurchases — — — — — ( 574,143 ) — ( 574,143 )

Balance on June 28, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,685,977 $ ( 4,403 ) $ ( 634,988 ) $ ( 409 ) $ 1,195,194

See accompanying notes to condensed consolidated financial statements.

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The condensed consolidated financial statements presented are:

• The financial position as of March 28, 2025 and December 31, 2024.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended March 28, 2025 (the “first quarter” of fiscal 2025 (“2025”)) and March 29, 2024 (the “first quarter” of fiscal 2024 (“2024”)).

• The changes in cash flows for the first quarter of 2025 and the first quarter of 2024.

• The financial position as of June 27, 2025 and December 31, 2024.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended June 27, 2025 (the “second quarter” of fiscal 2025 (“2025”)) and June 28, 2024 (the “second quarter” of fiscal 2024 (“2024”)) and the six-month periods ended June 27, 2025 (the “first half” of 2025) and June 28, 2024 (the “first half” of 2024).

• The changes in cash flows for the first half of 2025 and the first half of 2024.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.

3 unchanged sentences

Actual results could differ from those estimates.

On March 4, 2025, the Company announced that its Board of Directors had approved a 10 -for-1 forward stock split (the “Stock Split”) of the Company’s Common Stock, par value $ 1.00 per share (“Common Stock”), and the Company’s Class B Common Stock, par value $ 1.00 per share (“Class B Common Stock”).

The Stock Split was effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”).

The Amendment also effected a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock.

The Amendment obtained stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which took place on May 13, 2025.

Each stockholder of record as of the close of business on May 16, 2025 received nine additional shares for each share of Common Stock or Class B Common Stock held as of such date reflected in the stockholder’s account on May 23, 2025.

Trading began on a split-adjusted basis on May 27, 2025.

The par value per share of Common Stock and Class B Common Stock remains unchanged.

Accordingly, an amount equal to the par value of the additional shares issued in the Stock Split was reclassified from additional paid-in capital to Common Stock and Class B Common Stock in the Company’s condensed consolidated financial statements.

All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Stock Split.

Critical Accounting Estimates

2 unchanged sentences

The Company included in its Annual Report on Form 10-K for 2024 under the caption “Discussion of Critical Accounting Estimates” in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a discussion of the Company’s most critical accounting estimates, which are those the Company believes to be the most important to the portrayal of its financial condition and results of operations and that require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

its financial condition and results of operations and that require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Any changes in critical accounting estimates are discussed with the Audit Committee of the Company’s Board of Directors during the quarter in which a change is contemplated and prior to making such change.

11 unchanged sentences

The Company has evaluated the impact ASU 2023-09 will have on its consolidated financial statements and does not expect a material impact upon adoption.

The Company intends to adopt ASU 2023-09 using a retrospective approach on its annual consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

5 unchanged sentences

Frank Harrison, III

As of March 28, 2025, J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 1,004,394 shares of the Company’s Class B Common Stock, par value $ 1.00 per share (“Class B Common Stock”), which represented approximately 72 % of the total voting power of the Company’s outstanding Common Stock, par value $ 1.00 per share (“Common Stock”), and Class B Common Stock on a consolidated basis.

As of June 27, 2025, J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 10,043,940 shares of Class B Common Stock, which represented approximately 72 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

The Coca‑Cola Company

The Company’s business consists primarily of the distribution, marketing and manufacture of nonalcoholic beverages of The Coca‑Cola Company, which is the sole owner of the formulas under which the primary components of the Company’s soft drink products, either concentrate or syrup, are manufactured.

As of March 28, 2025, The Coca‑Cola Company owned shares of Common Stock representing approximately 7 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

As of June 27, 2025, The Coca‑Cola Company owned shares of Common Stock representing approximately 7 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

The number of shares of Common Stock currently held by The Coca‑Cola Company gives it the right to have a designee proposed by the Company for nomination to the Company’s Board of Directors in the Company’s annual proxy statement.

4 unchanged sentences

The following table summarizes the significant cash transactions between the Company and The Coca‑Cola Company:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

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These acquisition related sub-bottling payments are based on gross profit derived from the Company’s sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, a beverage product or certain cross-licensed brands applicable to the System Transformation.

Acquisition related sub-bottling payments to CCR were $ 19.8 million in the first quarter of 2025 and $ 9.7 million in the first quarter of 2024.

Acquisition related sub-bottling payments to CCR were $ 35.2 million in the first half of 2025 and $ 23.7 million in the first half of 2024.

The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future expected acquisition related sub-bottling payments to CCR:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Current portion of acquisition related contingent consideration $ 70,835 $ 63,982

4 unchanged sentences

The Company accounts for Southeastern as an equity method investment.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.5 million as of March 28, 2025 and $ 20.9 million as of December 31, 2024.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.5 million as of June 27, 2025 and $ 20.9 million as of December 31, 2024.

South Atlantic Canners, Inc.

2 unchanged sentences

The Company accounts for SAC as an equity method investment.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 27.6 million as of March 28, 2025 and $ 25.3 million as of December 31, 2024.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance

sheets, was $ 30.1 million as of June 27, 2025 and $ 25.3 million as of December 31, 2024.

The Company also guarantees a portion of SAC’s debt;

1 unchanged sentence

The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement.

Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 2.3 million in both the first quarter of 2025 and the first quarter of 2024.

Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 4.8 million in the first half of 2025 and $ 4.5 million in the first half of 2024.

Coca‑Cola Bottlers’ Sales & Services Company LLC (“CCBSS”)

2 unchanged sentences

CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials.

The Company had rebates due from CCBSS of $ 16.2 million on March 28, 2025 and $ 14.5 million on December 31, 2024, which were classified as accounts receivable, other in

the condensed consolidated balance sheets.

The Company had rebates due from CCBSS of $ 17.2 million on June 27, 2025 and $ 14.5 million on December 31, 2024, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

Changes in rebates receivable relate to volatility in raw material prices and the timing of cash receipts of rebates.

2 unchanged sentences

The Company accounts for CONA as an equity method investment.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 29.1 million as of March 28, 2025 and $ 27.5 million as of December 31, 2024.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 28.8 million as of June 27, 2025 and $ 27.5 million as of December 31, 2024.

Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers.

In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA.

The Company incurred service fees to CONA of $ 6.0 million in the first quarter of 2025 and $ 5.7 million in the first quarter of 2024.

The Company incurred service fees to CONA of $ 12.2 million in the first half of 2025 and $ 13.0 million in the first half of 2024.

Related Party Leases

3 unchanged sentences

The annual base rent the Company is obligated to pay under this lease is subject to an adjustment for an inflation factor and the lease expires on December 31, 2029.

The principal balance outstanding under this lease was $ 18.5 million on March 28, 2025 and $ 19.3 million on December 31, 2024.

Rental payments for this lease were $ 1.0 million in both the first quarter of 2025 and the first quarter of 2024.

The principal balance outstanding under this lease was $ 17.6 million on June 27, 2025 and $ 19.3 million on December 31, 2024.

Rental payments for this lease were $ 1.0 million in both the second quarter of 2025 and the second quarter of 2024 and $ 2.0 million in both the first half of 2025 and the first half of 2024.

Long-Term Performance Equity Plan

4 unchanged sentences

These awards may be settled in cash and/or shares of Class B Common Stock, based on the average of the closing prices of shares of Common Stock during the last 20 trading days of the performance period.

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations, was $ 2.1 million in the first quarter of 2025 and $ 2.0 million in the first quarter of 2024.

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations, was $ 3.9 million and $ 3.8 million in the second quarter of 2025 and the second quarter of 2024, respectively, and $ 6.0 million and $ 5.8 million in the first half of 2025 and the first half of 2024, respectively.

Revenue Recognition

2 unchanged sentences

Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans.

Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances.

Bottle/can net pricing is based on the invoice price charged to

customers reduced by any promotional allowances.

Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold.

5 unchanged sentences

Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time (“point in time”).

Point in time sales accounted for approximately 98 % of the Company’s net sales in both the first quarter of 2025 and the first quarter of 2024.

Point in time sales accounted for approximately 99 % of the Company’s net sales in the first half of 2025 and approximately 98 % of the Company’s net sales in the first half of 2024.

Other sales, which include revenue for service fees related to the repair of cold drink equipment and delivery fees for freight hauling and brokerage services, are recognized over time (“over time”).

5 unchanged sentences

The following table represents a disaggregation of revenue from contracts with customers:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

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Returned product is recognized as a reduction to net sales.

The Company’s reserve for customer returns was $ 5.3 million as of March 28, 2025 and $ 5.2 million as of December 31, 2024.

The Company’s reserve for customer returns was $ 5.4 million as of June 27, 2025 and $ 5.2 million as of December 31, 2024.

The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected.

Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses.

Following is a summary of activity for the allowance for credit losses during the first quarter of 2025 and the first quarter of 2024:

First Quarter

Following is a summary of activity for the allowance for credit losses during the first half of 2025 and the first half of 2024:

(in thousands) 2025 2024

13 unchanged sentences

The Company’s segment results are as follows:

First Quarter 2025

Second Quarter 2025

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

15 unchanged sentences

$ 49,386 $ 5,379 $ — $ 54,765

First Quarter 2024

Second Quarter 2024

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

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$ 43,723 $ 3,935 $ — $ 47,658

First Half 2025

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

Net sales $ 3,414,061 $ 157,198 $ ( 135,763 ) $ 3,435,496

Cost of goods sold 2,076,336 90,173 ( 100,613 ) 2,065,896

Gross profit 1,337,725 67,025 ( 35,150 ) 1,369,600

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 560,872 $ 25,923 $ — $ 586,795

Fleet costs (3)

47,089 14,373 — 61,462

Depreciation and amortization expense (4)

57,380 1,085 — 58,465

All other segment items (5)

221,277 14,847 ( 35,150 ) 200,974

Total selling, delivery and administrative expenses 886,618 56,228 ( 35,150 ) 907,696

Income from operations $ 451,107 $ 10,797 $ — $ 461,904

Total depreciation and amortization expense (4)

$ 97,434 $ 10,704 $ — $ 108,138

First Half 2024

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

Net sales $ 3,354,864 $ 174,700 $ ( 141,995 ) $ 3,387,569

Cost of goods sold 2,023,991 111,246 ( 104,937 ) 2,030,300

Gross profit 1,330,873 63,454 ( 37,058 ) 1,357,269

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 545,749 $ 26,668 $ — $ 572,417

Fleet costs (3)

51,779 15,786 — 67,565

Depreciation and amortization expense (4)

50,539 989 — 51,528

All other segment items (5)

215,639 12,632 ( 37,058 ) 191,213

Total selling, delivery and administrative expenses 863,706 56,075 ( 37,058 ) 882,723

Income from operations $ 467,167 $ 7,379 $ — $ 474,546

Total depreciation and amortization expense (4)

$ 86,821 $ 7,588 $ — $ 94,409

(1) The entire net sales elimination represents net sales from the All Other segment to the Nonalcoholic Beverages segment.

7 unchanged sentences

The following table sets forth the computation of basic net income per share and diluted net income per share under the two-class method:

First Quarter

Second Quarter First Half

(in thousands, except per share data) 2025 2024 2025 2024

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Class B Common Stock weighted average shares outstanding – diluted 10,188 10,194 10,188 10,194

First Quarter

Second Quarter First Half

(in thousands, except per share data) 2025 2024 2025 2024

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(5) The Company did no t have anti-dilutive unvested performance shares for any periods presented.

(6) On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $ 1.00 billion of the Company’s Common Stock.

(6) On March 4, 2025, the Company announced that its Board of Directors had approved the Stock Split of Common Stock and Class B Common Stock.

The Stock Split was effected through the Amendment.

The Amendment also effected a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock.

The Amendment obtained stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which took place on May 13, 2025.

Trading began on a split-adjusted basis on May 27, 2025.

All share or per share amounts reflected above have been retroactively adjusted to reflect the effects of the Stock Split.

(7) On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $ 1.00 billion of Common Stock.

The share repurchase authorization is discretionary and has no expiration date.

There were no shares of Common Stock repurchased under the share repurchase program during the first quarter of 2025.

As of March 28, 2025, the total remaining share repurchase authorization was $ 948.4 million.

(7) On March 4, 2025, the Company announced that its Board of Directors had approved a 10 -for-1 forward stock split of Common Stock and Class B Common Stock to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”).

The Amendment would also effect a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock.

The Amendment is subject to stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which is scheduled to take place on May 13, 2025.

Subject to stockholder approval of the Amendment, each stockholder of record as of the close of business on May 16, 2025 will have nine additional shares for each share of Common Stock or Class B Common Stock held as of such date reflected in the stockholder’s account on or about May 23, 2025.

Trading is expected to begin on a split-adjusted basis on or about May 27, 2025.

The Company calculated the basic and diluted net income per share on an unaudited pro forma basis giving effect to the stock split as if it had been effective for all periods presented.

For the first quarter of 2025, both the basic net income per share and the diluted net income per share for both Common Stock and Class B Common Stock were $ 1.19 per share on a pro forma basis (as described above).

For the first quarter of 2024, the basic net income per share for both Common Stock and Class B Common Stock were $ 1.77 per share and the diluted net income per share for Common Stock and Class B Common Stock were $ 1.77 per share and $ 1.75 per share, respectively, on a pro forma basis (as described above).

There were 291,930 split-adjusted shares of Common Stock repurchased under the share repurchase program during the second quarter of 2025.

Refer to “Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” for further details related to the share repurchase program.

Short-Term Investments

1 unchanged sentence

Short-term investments that are not classified as held-to-maturity are carried at fair value and classified as available-for-sale.

As of March 28, 2025 and December 31, 2024, all of the Company’s short-term investments were classified as available-for-sale.

As of June 27, 2025 and December 31, 2024, all of the Company’s short-term investments were classified as available-for-sale.

Realized gains and losses on available-for-sale investments are included in net income.

Unrealized gains and losses, net of tax, on available-for-sale investments are included in the condensed consolidated balance sheets as a component of accumulated other comprehensive income.

As of March 28, 2025, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

As of June 27, 2025, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

Gross Unrealized

13 unchanged sentences

Total short-term investments $ 301,177 $ 155 $ ( 122 ) $ 301,210

As of March 28, 2025 and December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheets and had weighted average maturities of less than one year.

The Company did not identify any other-than-temporary impairment on its available-for-sale investments during the first quarter of 2025 or the first quarter of 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 112.8 million during the first quarter of 2025 and $ 1.1 million during the first quarter of 2024.

There were no gross realized gains or losses on the Company’s available-for-sale investments during the first quarter of 2025 or the first quarter of 2024.

As of June 27, 2025 and December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheets and had weighted average maturities of less than one year.

The Company did not identify any other-than-temporary impairment on its available-for-sale investments during the first half of 2025 or the first half of 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 111.7 million during the second quarter of 2025 and $ 15.5 million during the second quarter of 2024.

There were no gross realized gains or losses on the Company’s available-for-sale investments during the second quarter of 2025 or the second quarter of 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 224.5 million during the first half of 2025 and $ 16.6 million during the first half of 2024.

There were no gross realized gains or losses on the Company’s available-for-sale investments during the first half of 2025 or the first half of 2024.

Inventories consisted of the following:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Finished products $ 226,958 $ 203,373

4 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Repair parts $ 36,820 $ 34,465

Prepaid taxes 11,722 12,119

Prepaid software 11,932 8,616

1 unchanged sentence

Commodity hedges at fair market value 3,314 2,472

Prepaid taxes 2,470 12,119

Other prepaid expenses and other current assets 32,588 33,517

2 unchanged sentences

The principal categories and estimated useful lives of property, plant and equipment, net were as follows:

(in thousands) March 28, 2025 December 31, 2024 Estimated Useful Lives

(in thousands) June 27, 2025 December 31, 2024 Estimated Useful Lives

Land $ 131,714 $ 132,543

11 unchanged sentences

Following is a summary of the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:

March 28, 2025 December 31, 2024

June 27, 2025 December 31, 2024

Weighted average remaining lease term:

5 unchanged sentences

Following is a summary of the Company’s leases within the condensed consolidated statements of operations:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

The future minimum lease payments related to the Company’s leases include renewal options the Company has determined to be reasonably certain and exclude payments to landlords for real estate taxes and common area maintenance.

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of March 28, 2025:

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of June 27, 2025:

(in thousands) Operating Leases Financing Leases

24 unchanged sentences

Following is a summary of the Company’s leases within the condensed consolidated statements of cash flows:

First Quarter

(in thousands) 2025 2024

8 unchanged sentences

Distribution agreements, net, which are amortized on a straight-line basis and have estimated useful lives of 20 to 40 years, consisted of the following:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Distribution agreements at cost $ 990,191 $ 990,191

3 unchanged sentences

Customer lists, net, which are amortized on a straight-line basis and have estimated useful lives of five to 12 years, consisted of the following:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Customer lists at cost $ 25,288 $ 25,288

8 unchanged sentences

All outstanding amounts related to suppliers participating in the SCF program are recorded in accounts payable, trade in the condensed consolidated balance sheets, and associated payments are included in operating activities in the condensed consolidated statements of cash flows.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 58.6 million as of March 28, 2025 and $ 52.2 million as of December 31, 2024.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 67.4 million as of June 27, 2025 and $ 52.2 million as of December 31, 2024.

Other Accrued Liabilities

Other accrued liabilities consisted of the following:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Current portion of acquisition related contingent consideration $ 70,835 $ 63,982

2 unchanged sentences

Employee and retiree benefit plan accruals 30,474 33,446

Accrued interest payable 27,057 7,611

Accrued taxes (other than income taxes) 8,259 6,821

Accrued interest payable 7,734 7,611

All other accrued expenses 23,585 20,908

12 unchanged sentences

The following table summarizes pre-tax changes in the fair values of the Company’s commodity derivative instruments and the classification of such changes in the condensed consolidated statements of operations:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Selling, delivery and administrative expenses 689 254 854 211

Total loss $ ( 634 ) $ ( 1,199 )

Total gain $ 2,009 $ 1,329 $ 1,375 $ 130

All commodity derivative instruments are recorded at fair value as either assets or liabilities in the condensed consolidated balance sheets.

2 unchanged sentences

The following table summarizes the fair values of the Company’s commodity derivative instruments and the classification of such instruments in the condensed consolidated balance sheets:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Prepaid expenses and other current assets $ 3,314 $ 2,472

Other assets 533 —

Total assets $ 3,847 $ 2,472

The following table summarizes the Company’s gross commodity derivative instrument assets and gross commodity derivative instrument liabilities in the condensed consolidated balance sheets:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Gross commodity derivative instrument assets $ 4,225 $ 2,472

1 unchanged sentence

The following table summarizes the Company’s outstanding commodity derivative instruments:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Notional amount of outstanding commodity derivative instruments $ 53,033 $ 50,928

20 unchanged sentences

The following tables summarize the carrying amounts and the fair values by level of the Company’s deferred compensation plan assets and liabilities, short-term investments, commodity derivative instruments, debt and acquisition related contingent consideration:

March 28, 2025

June 27, 2025

(in thousands) Carrying

26 unchanged sentences

A summary of the Level 3 activity is as follows:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Reclassification to current payables ( 3,500 ) ( 6,200 ) 1,200 ( 10,700 )

Increase (decrease) in fair value 42,728 ( 5,541 )

Increase in fair value 12,390 27,826 55,118 22,285

Ending balance - Level 3 liability $ 675,300 $ 657,246 $ 675,300 $ 657,246

As of March 28, 2025 and March 29, 2024, a WACC of 9.0 % and 8.9 %, respectively, was utilized in the valuation of the Company’s acquisition related contingent consideration liability.

The increase in the fair value of the acquisition related contingent consideration liability during the first quarter of 2025 was primarily driven by a decrease in the WACC used to calculate the fair value of the liability, as compared to December 31, 2024.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first quarter of 2025.

As of June 27, 2025 and June 28, 2024, a WACC of 8.9 % and 9.0 %, respectively, was utilized in the valuation of the Company’s acquisition related contingent consideration liability.

The increase in the fair value of the acquisition related contingent consideration liability during the first half of 2025 was primarily driven by a decrease in the WACC used to calculate the fair value of the liability and changes in projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first half of 2025.

For the next five future years, the Company anticipates that the amount it could pay annually under the acquisition related contingent consideration arrangements for the distribution territories subject to acquisition related sub-bottling payments will be in the range of approximately $ 50 million to $ 80 million.

The Company’s effective income tax rate was 25.7 % for the first quarter of 2025 and 25.6 % for the first quarter of 2024.

The Company’s income tax expense was $ 35.9 million for the first quarter of 2025 and $ 57.1 million for the first quarter of 2024.

The decrease in income tax expense was primarily attributable to lower income before taxes during the first quarter of 2025 compared to the first quarter of 2024.

The Company had uncertain tax positions, including accrued interest, of $ 0.4 million on both March 28, 2025 and December 31, 2024, all of which would affect the Company’s effective income tax rate if recognized.

While it is expected the amount of uncertain tax positions may change in the next 12 months, the Company does not expect such change would have a material impact on the condensed consolidated financial statements.

The Company’s effective income tax rate was 25.9 % for the first half of 2025 and 25.6 % for the first half of 2024.

The Company’s income tax expense was $ 101.5 million for the first half of 2025 and $ 116.5 million for the first half of 2024.

The decrease in income tax expense was primarily attributable to lower income before taxes during the first half of 2025 compared to the first half of 2024.

The Company had uncertain tax positions, including accrued interest, of $ 0.5 million on June 27, 2025 and $ 0.4 million on December 31, 2024, all of which would affect the Company’s effective income tax rate if recognized.

Prior tax years beginning in year 2021 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 2001 remain open to examination by certain state tax jurisdictions due to loss carryforwards.

On July 4, 2025, subsequent to the end of the second quarter of 2025, H.R.

1, commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”), was enacted into law.

The OBBBA is a reconciliation bill impacting businesses as it includes a broad range of tax reform provisions.

The Company does not expect any material net impact to its condensed consolidated financial statements as a result of the OBBBA.

Pension and Postretirement Benefit Obligations

3 unchanged sentences

The components of net periodic pension cost were as follows:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Contributions to the Bargaining Plan are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes.

The Company did not make any contributions to the Bargaining Plan during the first quarter of 2025.

The Company did not make any contributions to the Bargaining Plan during the first half of 2025.

The Company expects to make cash contributions to the Bargaining Plan of up to $ 5 million during 2025.

4 unchanged sentences

The components of net periodic postretirement benefit cost were as follows:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Other liabilities consisted of the following:

(in thousands) March 28, 2025 December 31, 2024

(in thousands) June 27, 2025 December 31, 2024

Noncurrent portion of acquisition related contingent consideration $ 604,465 $ 590,209

7 unchanged sentences

Rate Interest

Nonpublic March 28,

Nonpublic June 27,

2025 December 31,

17 unchanged sentences

(1) The 2025 Senior Bonds were issued at 99.975 % of par.

As of March 28, 2025 and December 31, 2024, the 2025 Senior Bonds, net of debt issuance costs and unamortized discount, were classified as current portion of debt in the condensed consolidated balance sheets.

As of June 27, 2025 and December 31, 2024, the 2025 Senior Bonds, net of debt issuance costs and unamortized discount, were classified as current portion of debt in the condensed consolidated balance sheets.

(2) The 2029 Senior Bonds were issued at 99.843 % of par.

7 unchanged sentences

a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective agreement.

The Company was in compliance with these covenants as of March 28, 2025.

The Company was in compliance with these covenants as of June 27, 2025.

These covenants have not restricted the Company’s liquidity or capital resources.

5 unchanged sentences

The Company is also obligated to purchase 16.0 million cases of finished product from SAC on an annual basis through June 2034.

The Company purchased 6.3 million cases and 6.1 million cases of finished product from SAC in the first quarter of 2025 and the first quarter of 2024, respectively.

The Company purchased 13.3 million cases and 11.9 million cases of finished product from SAC in the first half of 2025 and the first half of 2024, respectively.

The following table summarizes the Company’s purchases from these manufacturing cooperatives:

First Quarter

Second Quarter First Half

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

The Company guarantees a portion of SAC’s debt, which matures in 2028, based on the ratio of SAC’s total liabilities to SAC’s shareholders’ equity as of December 31 of each year.

As of March 28, 2025 and December 31, 2024, the ratio of SAC’s total liabilities to SAC’s shareholders’ equity was such that the Company was not required to guarantee any of SAC’s debt.

As of June 27, 2025 and December 31, 2024, the ratio of SAC’s total liabilities to SAC’s shareholders’ equity was such that the Company was not required to guarantee any of SAC’s debt.

In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee.

3 unchanged sentences

The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified.

No impairment of the Company’s investment in SAC was identified as of March 28, 2025, and there was no impairment identified in 2024.

No impairment of the Company’s investment in SAC was identified as of June 27, 2025, and there was no impairment identified in 2024.

Other Commitments and Contingencies

The Company has standby letters of credit, primarily related to its property and casualty insurance programs.

These letters of credit totaled $ 39.0 million on both March 28, 2025 and December 31, 2024.

These letters of credit totaled $ 47.5 million on June 27, 2025 and $ 39.0 million on December 31, 2024.

The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations.

As of March 28, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2034, amounted to $ 128.5 million.

As of June 27, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $ 124.0 million.

As of December 31, 2024, the future payments related to these contractual arrangements, which expired at various dates through 2034, amounted to $ 135.5 million.

The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business.

7 unchanged sentences

Accumulated other comprehensive income (loss) (“AOCI(L)”) is composed of adjustments to the Company’s pension and postretirement medical benefit plans and unrealized gains/losses on the Company’s short-term investments.

Following is a summary of AOCI(L) for the first quarter of 2025 and the first quarter of 2024:

(in thousands) December 31, 2024 Pre-tax Activity Tax Effect March 28, 2025

Following is a summary of AOCI(L) for the second quarter of 2025 and the second quarter of 2024:

(in thousands) March 28, 2025 Pre-tax Activity Tax Effect June 27, 2025

Net pension activity:

4 unchanged sentences

Prior service costs ( 624 ) — — ( 624 )

Unrealized gain on short-term investments 25 ( 14 ) 3 14

Unrealized gain (loss) on short-term investments 14 ( 37 ) 8 ( 15 )

Reclassification of stranded tax effects ( 4,809 ) — — ( 4,809 )

Total AOCI(L) $ 1,871 $ ( 42 ) $ 10 $ 1,839

(in thousands) December 31, 2023 Pre-tax Activity Tax Effect March 29, 2024

(in thousands) March 29, 2024 Pre-tax Activity Tax Effect June 28, 2024

Net pension activity:

7 unchanged sentences

Total AOCI(L) $ ( 4,429 ) $ 34 $ ( 8 ) $ ( 4,403 )

Following is a summary of AOCI(L) for the first half of 2025 and the first half of 2024:

(in thousands) December 31, 2024 Pre-tax Activity Tax Effect June 27, 2025

Net pension activity:

Actuarial gain $ 4,418 $ ( 18 ) $ 6 $ 4,406

Prior service costs ( 85 ) 8 ( 2 ) ( 79 )

Net postretirement benefits activity:

Actuarial gain 2,960 — — 2,960

Prior service costs ( 624 ) — — ( 624 )

Unrealized gain (loss) on short-term investments 25 ( 51 ) 11 ( 15 )

Reclassification of stranded tax effects ( 4,809 ) — — ( 4,809 )

Total AOCI(L) $ 1,885 $ ( 61 ) $ 15 $ 1,839

(in thousands) December 31, 2023 Pre-tax Activity Tax Effect June 28, 2024

Net pension activity:

Actuarial gain $ 533 $ — $ — $ 533

Prior service costs ( 97 ) 8 ( 2 ) ( 91 )

Net postretirement benefits activity:

Actuarial gain 721 52 ( 12 ) 761

Prior service costs ( 624 ) — — ( 624 )

Unrealized loss on short-term investments — ( 228 ) 55 ( 173 )

Reclassification of stranded tax effects ( 4,809 ) — — ( 4,809 )

Total AOCI(L) $ ( 4,276 ) $ ( 168 ) $ 41 $ ( 4,403 )

Supplemental Disclosures of Cash Flow Information

Changes in current assets and current liabilities affecting cash were as follows:

First Quarter

(in thousands) 2025 2024

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements